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All orders placed by the Customer with Bryan W. Nash & Sons Limited
("the Company") and accepted by the Company are accepted on the following terms
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In these conditions the following words shall have the following meanings:
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"Contract"
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shall mean any contract for the sale of goods by the Company to the Customer
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"the Customer"
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mean the customer whose name appears on the Sales Confirmation Form
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"the Delivery Date"
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shall mean such date or dates specified on the Sales Confirmation Form
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"the goods"
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shall mean the goods specified on the Sales Confirmation Form
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"the price"
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shall mean the price specified on the Sales Confirmation Form which, unless stated otherwise in writing, shall be exclusive of VAT but inclusive of the costs of delivery
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"the Sales Confirmation Form"
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shall mean the Sales Confirmation Form of the Company in respect of which these Conditions of Sale are incorporated
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- All orders for goods whether signed by the Customer or not shall be deemed to be an offer by the Customer to purchase goods pursuant to these Conditions and the Company's acceptance of such an offer shall be its acknowledgement of the Customer's order or, in the absence of such acknowledgement, by the Customer or his agents accepting delivery of the goods. These Conditions shall apply to any Contract to the exclusion of any terms and conditions which the Customer may purport to apply. No variation to these Conditions shall be effective unless agreed in advance in writing by a director of the Company.
- All warranties, conditions or other terms implied by statute or common law are hereby excluded save that the Company warrants that the goods are free from defect at the time of delivery other than the defects which are customary having regard to the nature of the goods or are otherwise unavoidable. For the avoidance of doubt, the Company shall not be liable to the customer at all if the goods are not fit for the purpose for which the Customer purchases them.
- Delivery of the goods shall be made to the address specified on the Sales Confirmation Form. The Customer shall be deemed to have accepted the goods unless a written claim detailing any defect in quality or condition or any shortfall is received by the Company within 7 days of delivery. The Company shall be given a reasonable opportunity to investigate any such claim and, where the Company accepts such claim, it shall be entitled in its absolute discretion to replace the goods or refund all of the price (or an appropriate proportion thereof). Where the Customer accepts or has been deemed to accept the goods or the Company has refunded all of the price (or an appropriate proportion thereof) the Company shall have no further liability to the Customer (other than for death or personal injury caused by the Company's negligence). Delivery to a party nominated by the Customer shall be deemed to be delivery to the Customer. The risk in the goods shall pass to the Customer on delivery.
- The Customer may only cancel the Contract by agreement with the Company. The Company may cancel a contract without any liability whatsoever where the company has ordered the goods from a third party and that third party has failed to meet its obligations to the Company in respect of its supply to the Company of such goods.
- The Company shall use its best endeavours to deliver the goods to the Customer on or before the Delivery Date but time shall not be of the essence and the Company shall not be liable in any way whatsoever in respect of any loss suffered by the Customer arising from any delay in the delivery of the goods.
- Unless the Sales Confirmation Form states otherwise, all invoices are to be paid within 30 days of the date of invoice. Thereafter interest at the rate of 20% per annum will be charged on any amounts outstanding. The Customer shall make no deduction from the price on account of any set-off, claim or dispute.
- In the event that any invoice rendered by the Company to the Customer remains unpaid after its due date, the Company may, without prejudice to any of its other rights terminate all and any contracts with the Customer and/or cancel or postpone all and any further deliveries to the Customer until such time as such invoices (whether falling due before or during such postponement) and any interest thereon has been paid in full and/or the Company may, in its sole discretion, appropriate any payments received from the Customer to pay any unpaid invoices for goods supplied to the Customer by the Company.
- The legal and equitable title in the goods shall remain vested in the Company until the Customer has paid the price and such other sums due from him to the Company howsoever arising. Until such payment the Customer shall hold the goods in a fiduciary capacity as bailee for the Company and shall, so far as is reasonably practicable, store and keep the goods separate from any other goods so that they are identifiable as the Company's property. The Customer shall, unless liquidation proceedings have been commenced or a Receiver, Administrator, Administrative Receiver, or Judicial Receiver has been appointed in respect of the Customer, be at liberty to sell the goods or any part of them in the normal course of his business to a bona fide purchaser for value. The Customer shall hold such part of the proceeds of any such sale as shall be necessary to discharge his liability to the Company on trust for the Company. Nothing in this clause shall authorise the Customer to enter into any contract for the sale of the goods or any part of them as agent for or on behalf of the Company, or return or reject the goods or any part of them save as otherwise provided by these conditions.
- The Company shall not be under any liability to the Customer in respect of any failure to perform or any delay in performing any of its contractual obligations to the Customer attributable to any cause of whatever nature beyond the Company's reasonable control and no such failure or delay shall be deemed for any purpose to constitute a breach of contract.
- Every Contract to which these Conditions of Sale apply shall be construed and take effect in accordance with the laws of England and Wales and the parties shall accept the non-exclusive jurisdiction of the English Courts.
- Each provision of these conditions is independent and severable from the remaining provisions and enforceable accordingly. If any provision of these conditions shall be unenforceable for any reason but would be enforceable if part of the wording thereof was deleted, it shall apply with such deletions as may be necessary to make it enforceable.
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